v3.25.1
Long-Term Debt
3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
Long-Term Debt LONG-TERM DEBT
The Company’s long-term debt consisted of the following:
(in thousands)Mar. 31, 2025Dec. 31, 2024
Term Loan Facilities$472,625 $475,000 
Revolving Credit Facilities30,000 30,000 
Less: Unamortized debt discount and issuance costs(16,725)(17,635)
Total debt$485,900 $487,365 
Less: Current portion of long-term debt(39,500)(39,500)
Total long-term debt$446,400 $447,865 
Maturities of long-term debt for each of the next five years is as follows:
(in thousands)
Remainder of 2025
$37,125 
20269,500 
20279,500 
20289,500 
2029437,000 
Thereafter
— 
Total
$502,625 
Term Loan Facility
On November 4, 2024, Norvax (the “Borrower”) entered into the Amendment and Restatement Agreement (“Credit Agreement”) to provide for, among other items as further described below, a class of term loan facilities (the “Term Loan Facility”) in an aggregate principal amount equal to $475.0 million. Beginning on March 31, 2025, principal payments equal to 2.00% of the outstanding principal balance per annum of the Term Loan Facility will be paid in equal quarterly installments. To the extent not previously paid, the Term Loan Facility, together with all accrued and unpaid interest thereon, is due and payable on November 4, 2029. At the option of the Borrower and prior to the Class A Revolving Facility Termination Date, as defined below, the Term Loan Facility bears interest at either (i) ABR plus 6.50% per annum or (ii) SOFR plus 7.50% per annum. After the Class A Revolving Facility Termination Date, which is on or prior to June 30, 2025, the Term Loan Facility will bear interest at either (i) ABR plus 6.25% per annum or (ii) SOFR plus 7.25% per annum. Pursuant to the Credit Agreement, the Borrower repaid $2.4 million in borrowings under the Term Loan Facility in March 2025.
As of March 31, 2025 and December 31, 2024, the Borrower had a principal amount of $472.6 million and $475.0 million outstanding under the Term Loan Facility, respectively. The effective interest rate of the Term Loan Facility was 11.82% as of March 31, 2025 and 12.06% as of December 31, 2024.
Revolving Credit Facilities

In addition to the Term Loan Facility, the Credit Agreement provides for a revolving credit facility with a commitment amount of $88.5 million (the “Class A Revolving Credit Facility”) and a revolving credit facility with a commitment amount of $35.0 million (the “Class A-1 Revolving Credit Facility"). The Class A Revolving Credit Facility matures on June 30, 2025 and bears interest at either (i) ABR plus 5.50% per annum or (ii) SOFR plus 6.50% per annum. The Borrower is required to pay a commitment fee of 0.50% per annum on undrawn amounts under the Class A Revolving Credit Facility. The Class A-1 Revolving Credit Facility will be made available to the Borrower upon the termination of the Class A Revolving Credit Facility on or prior to June 30, 2025 (the “Class A Revolving Facility Termination Date”). Outstanding borrowings under the Class A-1 Revolving Credit Facility are due and payable on November 4, 2029. At the option of the Borrower and prior to the Class A Revolving Facility Termination Date, the Class A-1 Revolving Credit Facility will bear interest at either (i) ABR plus 6.50% per annum or (ii) SOFR plus 7.50% per annum. After the New Class A Revolving Facility Termination Date, the Class A-1 Revolving Credit Facility will bear interest at either (i) ABR plus 6.25% per annum or (ii) SOFR plus 7.25% per annum. The Borrower is required to pay a commitment fee of 1.0% per annum on undrawn amounts under the Class A-1 Revolving Credit Facility.

As of both March 31, 2025 and December 31, 2024, the Company had $30.0 million outstanding under the Class A Revolving Credit Facility and no amounts outstanding under the Class A-1 Revolving Credit Facility. The Class A Revolving Credit Facility and Class A-1 Revolving Credit Facility had a remaining capacity of $58.5 million and $35.0 million, respectively, as of both March 31, 2025 and December 31, 2024.

The Company collectively refers to the Class A Revolving Credit Facility and the Class A-1 Revolving Credit Facility as the “Revolving Credit Facilities.”
Guarantees and Security

Blizzard Midco, LLC, the Borrower and certain other subsidiaries of the Company are guarantors of the Borrower’s obligations under the Credit Agreement. In addition, the obligations of the Borrower are secured by a first priority lien on substantially all of such guarantors’ assets, including a pledge of all of the equity interests of each of their respective subsidiaries, in each case, subject to customary exceptions and limitations.

Covenants and Other Matters

The Credit Agreement contains a number of covenants that, among other things and subject to certain exceptions, restrict the Borrower’s and its restricted subsidiaries’ ability to incur indebtedness; incur certain liens; consolidate, merge or sell or otherwise dispose of assets; make investments, loans, advances, guarantees and acquisitions; pay dividends or make other distributions on equity interests, or redeem, repurchase or retire equity interests; enter into transactions with affiliates; alter the business conducted by the Company and its subsidiaries; change their fiscal year; and amend or modify governing documents. In addition, the Credit Agreement contains certain financial and non-financial covenants. The Company is in compliance with all covenants as of March 31, 2025.

The Credit Agreement also contains certain customary representations and warranties and affirmative covenants, and certain reporting obligations. In addition, the lenders under the Credit Facilities will be permitted to accelerate all outstanding borrowings and other obligations, terminate outstanding commitments and exercise other specified remedies upon the occurrence of certain events of default (subject to certain grace periods and exceptions), which include, among other things, payment defaults, breaches of representations and warranties, covenant defaults, certain cross-defaults and cross-accelerations to other indebtedness, certain events of bankruptcy and insolvency, certain judgments and changes of control. Subject to certain limited exceptions, substantially all of the Company’s assets are restricted from distribution.

Subsequent to March 31, 2025, the Company has requested to borrow the remaining available balance of the Class A Revolving Credit Facility, up to the maximum capacity of $88.5 million.